SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
_X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
-------------------------------------------------
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________________ to ______________________
Commission file number 0-13241
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NOONEY INCOME FUND LTD, L.P.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Missouri 43-1302570
- --------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7701 Forsyth Boulevard, St. Louis, Missouri 63105
- ------------------------------------------- -----------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 863-7700
------------------------------
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Former name, former address and former fiscal year, if changed since last report
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No ___.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes ___ No ___
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common stock, as of the latest practicable
date _________.
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<PAGE>
PART I
Item 1 - Financial Statements:
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
June 30, December 31,
1997 1996
ASSETS: (Unaudited)
------------ ------------
Cash and Cash Equivalents $ 878,943 $ 797,225
Accounts receivable 205,970 175,325
Prepaid expenses and deposits 18,229 10,821
Investment property, at cost:
Land 1,946,169 1,946,169
Buildings and improvements 8,297,806 8,304,934
------------ ------------
10,243,975 10,251,103
Less accumulated depreciation (4,560,532) (4,415,352)
------------ ------------
5,683,443 5,835,751
Deferred expenses - At amortized cost 46,909 64,244
------------ ------------
$ 6,833,494 $ 6,883,366
============ ============
LIABILITIES AND PARTNERS' EQUITY:
Liabilities:
Accounts payable and accrued expenses $ 58,498 $ 109,505
Accrued real estate taxes 187,914 170,698
Mortgage notes payable 1,229,400 1,261,800
Refundable tenant deposits 113,774 114,871
------------ ------------
$ 1,589,586 $ 1,656,874
Partners' Equity 5,243,908 5,226,492
------------ ------------
$ 6,833,494 $ 6,883,366
============ ============
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
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<PAGE>
<TABLE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
(UNAUDITED)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES:
Rental and other income $ 471,783 $ 429,985 $ 923,243 $ 839,750
Interest 5,988 5,368 11,272 9,112
----------- ----------- ----------- -----------
477,771 435,353 934,515 848,862
EXPENSES:
Interest 29,697 30,394 58,633 61,470
Depreciation and amortization 110,190 116,145 228,965 234,290
Real estate taxes 83,380 54,377 144,687 105,821
Property management fees paid to
Nooney Krombach Company 28,537 26,255 56,060 51,318
Reimbursement to Nooney Krombach Company
for partnership management services
and indirect expenses 6,250 6,250 12,500 12,500
Repairs & Maintenance 21,441 22,111 40,174 38,255
Professional Services 21,457 2,598 53,898 41,568
Utilities 26,960 30,991 44,020 60,461
Cleaning 14,065 17,157 28,662 28,450
Payroll 13,252 11,164 22,666 24,178
Fire/Crime Prevention 18,430 2,874 22,677 5,531
Insurance 9,538 10,047 19,023 19,820
Parking Lot/Landscaping 12,058 13,927 17,991 17,518
Other operating expenses 20,441 24,032 61,713 55,824
----------- ----------- ----------- -----------
415,696 368,322 811,669 757,004
----------- ----------- ----------- -----------
NET INCOME $ 62,075 $ 67,031 $ 122,846 $ 91,858
=========== =========== =========== ===========
NET INCOME PER LIMITED
PARTNERSHIP UNIT $ 3.72 $ 3.68 $ 6.69 $ 5.30
=========== =========== =========== ===========
PARTNERS' EQUITY:
Beginning of Period $ 5,287,263 $ 5,392,316 $ 5,226,492 $ 5,367,489
Cash distributions to partners (105,430) (105,431) (105,430) (105,431)
Net Income 62,075 67,031 122,846 91,858
----------- ----------- ----------- -----------
End of Period $ 5,243,908 $ 5,353,916 $ 5,243,908 $ 5,353,916
=========== =========== =========== ===========
</TABLE>
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
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<PAGE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOW
(UNAUDITED)
Six Months Ended
June 30, June 30,
1997 1996
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 122,846 $ 91,858
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 228,965 234,290
Changes in assets and liabilities:
Increase in accounts receivable (30,645) (10,691)
Increase in prepaid expenses and deposits (7,408) (9,232)
Increase in deferred assets (3,445) (2,129)
Decrease in accounts payable and accrued expenses (51,007) (24,467)
Increase (Decrease) in accrued real estate taxes 17,216 (431)
(Decrease) Increase in refundable tenant deposits (1,097) 2,929
--------- ---------
Total Adjustments 152,579 190,269
--------- ---------
Net cash provided by operating activities 275,425 282,127
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES -
Net additions to investment property (55,877) 22,971
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES -
Cash distributions to partners (105,430) (105,431)
Payments on mortgage notes payable (32,400) (32,400)
--------- ---------
Net cash from financing activities (137,830) (137,831)
NET INCREASE IN CASH AND CASH EQUIVALENTS 81,718 167,267
CASH AND CASH EQUIVALENTS, beginning of period 797,225 656,904
--------- ---------
CASH AND CASH EQUIVALENTS, end of period $ 878,943 $ 824,171
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for interest $ 58,633 $ 61,470
========= =========
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
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<PAGE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996
NOTE A:
Refer to the Registrant's financial statements for the fiscal year ended
December 31, 1996 which are contained in the Registrant's Annual report on Form
10-K, for a description of the accounting policies which have been continued
without change except as noted below. Also, refer to the footnotes to those
statements for additional details of the Registrant's financial condition. The
details in those notes have not changed except as a result of normal
transactions in the interim or as noted below.
NOTE B:
The financial statements include only those assets, liabilities, and results of
operations of the partners which relate to the business of Nooney Income Fund.,
L.P. The statements do not include assets, liabilities, revenues or expenses
attributable to the partners' individual activities. No provision has been made
for federal and state income taxes since these taxes are the responsibilities of
the partners. In the opinion of the general partners, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and changes in financial position at
June 30, 1997 and for all periods presented have been made. The results of
operations for the three and six month periods ended June 30, 1997, are not
necessarily indicative of the results which may be expected for the entire year.
NOTE C:
The Registrant's properties are managed by Nooney Krombach Company, a
wholly-owned subsidiary of Nooney Company. Certain individual general partners
and a corporate general partner of the Registrant are officers and directors of
Nooney Company. Nooney Income Investments, Inc., a general partner, is a 75%
owned subsidiary of Nooney Company.
NOTE D:
The earnings per limited partnership unit for the three months and six ended
June 30, 1997 and 1996 was computed on 15,180 units, the number of units
outstanding during the periods.
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<PAGE>
ITEM 7: MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
It should be noted that this 10-Q contains forward-looking information (as
defined in the Private Securities Litigation Reform Act of 1995) that involves
risk and uncertainty, including trends in the real estate investment market,
projected leasing and sales, and the future prospects for the Registrant. Actual
results could differ materially from those contemplated by such statements.
Liquidity and Capital Resources
Cash on hand as of June 30, 1997 is $878,943, an increase of $81,718 from the
year ended December 31, 1996. The increase in cash can be attributable to the
positive cash flows produced by Oak Grove Commons and Leawood Fountain Plaza
during the first and second quarters. With the positive operating results, the
Registrant expects the properties to adequately fund anticipated capital
expenditures for the remainder of 1997. The anticipated capital expenditures are
as follows:
Other Capital Leasing Capital Total
------------- --------------- -----
Oak Grove Commons $119,982 $ 86,591 $206,573
Leawood Fountain Plaza (76%) 10,640 40,582 51,222
-------- -------- --------
$130,622 $127,173 $257,795
======== ======== ========
Oak Grove Commons' and Leawood Found Plaza's Leasing Capital includes funds for
tenant alterations and lease commissions for new and renewal leases. Other
Capital expenditures at Oak Grove Commons includes parking lot repairs and
structural repairs to one end of the building. Other Capital at Leawood Fountain
Plaza includes sidewalk and curb replacement as well as renovations to the
second floor restrooms.
Results of Property Operations
The results of operations for the Registrant's properties for the quarters ended
June 30, 1997 and 1996 are detailed in the schedule below. Expenses and revenues
of the Registrant are excluded.
Oak Grove Leawood Fountain
Commons Plaza (76%)
------- -----------
1997
----
Revenues $241,638 $233,971
Expenses 198,443 212,222
-------- --------
Net Income $ 43,195 $ 21,749
======== ========
1996
----
Revenues $216,809 $220,778
Expenses 158,893 219,899
-------- --------
Net Income $ 57,916 $ 879
======== ========
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<PAGE>
For the quarter ended June 30, 1997 and 1996, Oak Grove Commons had net income
of $43,195 and $57,916, respectively. This represents a decrease in income of
$14,7721 Revenues increased $24,829 when comparing the quarter ended June 30,
1997 to the quarter ended June 30, 1996, due to an increase in common area
maintenance reimbursement income of $31,063, partially offset by a decrease in
rental income of $5,498. Expenses at Oak Grove Commons were $198,443 for the
quarter ended June 30, 1997 and $158,893 for the quarter ended June 30, 1996.
The increase in expenses of $39,550 can be attributable to increases in the
following accounts: fire and crime prevention ($17,064) real estate taxes
($19,572), administrative expenses ($2,533) and vacancy expense ($3,663).
At Leawood Fountain Plaza, net income increase from $879 for the quarter ended
June 30, 1996 to $21,749 for the quarter ended June 30, 1997. This increase in
net income of $20,870 can be attributable to an increase in escalation income
($11,426) and rental income ($2,384). Expenses for the quarter ended June 30,
1996 were $219,899 and expenses for the quarter ended June 30, 1997 were
$212,222 representing a decrease in expenses of $7,677. This overall decrease in
expenses is a result of a decrease in cleaning ($3,092), extermination ($4,638),
parking lot landscaping ($2,295), repairs and maintenance of heating,
ventilation and air conditioning ($3,838) and vacancy expense ($3,133),
partially offset by increases in repairs and maintenance building ($4,835) and
real estate tax expense ($9,432).
The occupancy levels at the Registrant's properties are listed below.
Occupancy levels as of June 30,
-------------------------------
Property 1997 1996 1995
-------- ---- ---- ----
Oak Grove Commons 93% 98% 95%
Leawood Fountain Plaza (76%) 90% 93% 93%
Occupancy at Oak Grove Commons during the second quarter decreased from 100% to
93% due to the move-out of three tenants occupying a total of 9,898 square feet.
The property did not have any new or renewal leases during the quarter. At Oak
Grove Commons there is one major tenant occupying approximately 10% of the
available space with a lease which expires in December 1997.
During the second quarter of 1997, leasing activity at Leawood Fountain Plaza
resulted in an increase in occupancy of 2% ending at 90%. The Registrant signed
three new leases for 2,003 square feet and renewed one tenant for 1,613 square
feet. No tenants vacated during the quarter. This property has one major tenant
that leases approximately 10% of the available space with a lease which expires
in July 1999.
1997 Comparison
As of June 30, 1997, the Registrant's consolidated revenues for the quarter
ended and six month period ended are $477,771 and $435,353, respectively.
Revenues increased $42,418 and $85,653 when compared to the quarter and six
month period ended June 30, 1996. The increase in revenues can be attributable
to increases in base rental revenues at both Oak Grove and Leawood Fountain
Plaza.
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<PAGE>
Consolidated expenses for the quarter ended June 30, 1997 and the quarter ended
June 30, 1996 are $415,696 and $368,322, respectively. For the six month period
ended June 30, 1997 and the six month period ended June 30, 1996, consolidated
expenses are $811,669 and $757,004, respectively. The increase in expenses for
both the three and six month periods can be attributable to increases in the
following accounts: real estate tax expense, professional services, and fire and
crime prevention, partially offset by decreases in depreciation and
amortization, utilities expense and other operating expenses. The real estate
tax expense increased at Oak Grove Commons due to the fact that in the prior
year, a one year reduction in taxes had been obtained due to low occupancy.
1996 Comparison
As of June 30, 1996, the Registrant's consolidated revenues for the quarter
ended and six month period ended are $435,353 and $848,862, respectively.
Revenues increase of $40,894 and $47,555 when compared to quarter and six month
period ended June 30, 1995. The increase in revenues can be attributed to
increases in rental income at both Oak Grove Commons and Leawood Fountain Plaza.
Oak Grove Commons rental income increased due to higher average occupancy when
comparing first and second quarter 1996 to 1995. At Leawood Fountain Plaza
rental income increase relates to lease rate increases the Registrant has been
able to obtain when renewing and underwriting new leases. Additionally, the
property had an increase in expense recovery income which was caused by an
increase in expenses from 1994 and 1995. Even though operating expenses have
slightly decreased in 1996 when compared to 1995, the estimated expense recovery
payments are based on 1995 actual expenses.
Consolidated expenses for the quarter ended June 30, 1996 and 1995 are $368,322
and $384,382, respectively. For the six month periods ended June 30, 1996 and
1995 consolidated expenses are $757,004 and $773,438, respectively. The decrease
in consolidated expenses for both the quarter ended and six month period ended
can be attributed to decreases in depreciation and amortization and other
operating expenses offset by an increase in real estate taxes. The decrease in
depreciation and amortization relates to certain capital expenditures for lease
commissions that have become fully amortized. The decrease in other operating
expenses is attributable to decreases in professional services ($13,710),
painting and decorating ($5,119) and parking lot maintenance ($5,452). The
increase in real estate taxes is attributable to assessment and rate changes at
Oak Grove Commons.
Inflation
The effects of inflation did not have a material impact upon the Registrant's
operations.
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<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
See Exhibit Index on Page 10
(b) Reports on Form 8-K
On June 23, 1997, the Registrant filed a report on Form 8-K which
reported an Item 5, Other Events.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NOONEY INCOME FUND LTD., L.P.
Dated: August 14, 1997 By: /s/ Gregory J. Nooney, Jr.
--------------- ---------------------------
Gregory J. Nooney, Jr.
General Partner
PAN, INC.
By: /S/ Patricia A. Nooney
---------------------------
Patricia A. Nooney
President
NOONEY INCOME INVESTMENTS, INC.
By: /s/ Gregory J. Nooney, Jr.
----------------------------
Gregory J. Nooney, Jr.
Chairman of the Board / Chief Executive Officer
By: /s/ Patricia A. Nooney
----------------------------
Senior Vice President and Secretary
BEING A MAJORITY OF THE DIRECTORS
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<PAGE>
EXHIBIT INDEX
Exhibit Number Description
3 Amended and Restated Agreement and Certificate of Limited
Partnership, dated November 7, 1983, is incorporated by
reference to the Prospectus contained in Post-Effective
Amendment No. 1 to the Registration Statement on Form S-11
under the Securities Act of 1933 (File No. 2-85683)
27 Financial Data Schedule (provided for the information of
U.S. Securities and Exchange Commission only)
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE FINANCIAL STATEMENTS FOR NOONEY INCOME FUND LTD., L.P.
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0000725266
<NAME> NOONEY INCOME FUND LTD., L.P.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 878,943
<SECURITIES> 0
<RECEIVABLES> 205,970
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,103,142
<PP&E> 10,243,975
<DEPRECIATION> (4,560,532)
<TOTAL-ASSETS> 6,833,494
<CURRENT-LIABILITIES> 246,412
<BONDS> 1,229,400
0
0
<COMMON> 0
<OTHER-SE> 5,243,908
<TOTAL-LIABILITY-AND-EQUITY> 6,833,494
<SALES> 923,243
<TOTAL-REVENUES> 934,515
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 753,036
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 58,633
<INCOME-PRETAX> 122,846
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 122,846
<EPS-PRIMARY> 6.69
<EPS-DILUTED> 0
</TABLE>
